AGREEMENT BETWEEN - A
MANUFACTURER OF -PRODUCTS/ SERVICES FOR ADVERTISING ITS PRODUCTS ON WEBSITE
THIS
AGREEMENT made at ………………..on this………………..day
of........... 2000 between Galaxy Co. Ltd., a company incorporated under the
Companies Act, 1956 and having its registered
office.....................(hereinafter referred to as the "Galaxy"
which expression shall, unless repugnant to the context or meaning thereof, be
deemed to includes its Successors and Assigns) of the ONE PART and ALPHA
Website Advertisers Co. Ltd., a company incorporated under the Companies Act,
1956 and having its registered office.................... (hereinafter referred
to as the "Alpha" which expression shall, unless repugnant to the
context or meaning thereof, be deemed to includes its Successors and Assigns)
of the OTHER PART
WHEREAS
(1)
The Galaxy is manufacturers
of various consumer durable items such as Televisions, Stereo Systems, Washing
Machines, VCR Video Cameras, Computers, Cooking ranges, etc. and interested to
advertise its products through Website on Internet.
(2)
The Alpha is undertaking
advertising through Websites on Internet and it has approached the Galaxy to
provide advertising services to Galaxy.
(3)The Galaxy, after
negotiations with the officials of Alpha have agreed to advertise its products
through Alpha on the terms and conditions mentioned herein.
NOW
IT IS HEREBY AGREED BETWEEN THE PARTIES AS UNDER:
(1)The Galaxy agrees to
appoint Alpha as its advertising agent for advertising its products on the
Website on Internet
(2) The Galaxy agrees that
the Alpha may use the information provided by Galaxy as part of advertising
process for its own business purposes and may provide aggregated usage,
viewership and other statistical demographic information associated with Alpha members
to potential advertisers for Alpha sponsored websites
(3)The Alpha may place
advertisements on any page which meets standard broadcast television
acceptability guidelines
(4)The Galaxy agrees and
undertakes that it will not give any advertisement content (textual, graphical
or otherwise which (a) is libelous, abusive, obscene, profane, defamatory,
inaccurate, sexually explicit, threatening or otherwise illegal (b) promotes,
suggests or encourages illegal acts (c) contains expressions of bigotry, racism
or hate (d) violates any copyright, trade mark or other intellectual property
laws or (e) contains any other advertisements of goods or services except of
the products of Galaxy. In case Alpha finds that the Galaxy has committed any
violation of the foregoing prohibitions, it will have the right to terminate
the agreement. The Galaxy will indemnify and keep indemnified the Alpha from
and against all claims, demands, actions, proceedings, losses, damages,
recoveries, judgments, costs, charges and expenses which may be made or brought
or commenced against the Alpha or which the Alpha may or may have to bear, pay
or suffer, directly or indirectly arising from the use of such contents
furnished by the Galaxy
(5) The
Alpha declares that its advertisements may not be placed not to place on on
pages which automatically refresh without human intervention.
(6) The
Galaxy agrees and undertakes that it will not change or manipulate Alpha's graphics
in any way without expressed prior consent of the Alpha in writing.
(7) The
Alpha may modify, suspend, discontinue, or restrict the use any portion of the
Alpha service at any time, with or without cause, with or without notice and
without liability
(8) The
Galaxy agrees that neither it will capture, store, relay, transmit, buy or sell
Alpha Member account numbers, nor it will reverse engineer the Alpha
Advertising Delivery System. The Galaxy further agrees that it will not create
programmes or systems which automatically view and/or clickthrough Alpha
advertising without human intervention.
(9) The
Galaxy will pay to the Alpha Affiliate Websites at the following rates for ad
impressions:
Rs.
5,50,000 for a period of three months Rs. 10,00,000 for a period of six months
Rs.
14,00,000 for a period of nine months
Rs.
19,00,000 for a period of one year
The payment has to be made
in advance and the advertising services will start within a week's time from
the date of receipt of payment from Galaxy,
(10)The Alpha, its
affiliates, licensors, employees, agents or contractors will not be liable for
damages caused or allegedly caused by any failure of performance, error,
omission, interruption, deletion defect, delay in operation or transmission,
computer virus, communications line failure, theft or destruction or
unauthorized access to, alteration of or use of records, whether for breach of
contract tortuous behaviour, negligence or under any other cause of action.
(11) The
Alpha will have the right at its discretion to change the terms of this
Agreement and will the Galaxy of any changes by e-mail or online postings. The
continued use of Account by Galaxy after the posting of any notice of change in
terms shall constitute the acceptance of Galaxy and Galaxy will be bound by any
such changes. If any specific change in the agreement is not acceptable to Galaxy,
the Galaxy will have the right to terminate the contract.
(12) The
Alpha will furnish its feed report to the Galaxy received from the viewers of
the advertisements of Galaxy. The feed back will also include the No. of
viewers which have seen the advertisements of Galaxy products on Website and
suggestions it any for the modification/change in the manner of advertisements
or products
(13) This
agreement may be amended only by a writing signed by the duly authorized
representatives of both parties and specifically referring to itself as
amendment to this agreement
(14) Notices
and other communications under this agreement shall be in writing addressed as
indicated in the description of the parties herein or as either party may
request in writing and the effective date of each is the date of its prepaid
deposit in the mail for dispatch by air or such service properly addressed. Any
notice sent by cable, telex or facsimile shall be deemed to have been served on
the next day following the date of dispatch thereof.
(15) The
parties hereto agree that they shall not be responsible for failure to perform
of their obligations under these presents due to forcemajeure, which shall
include but not be limited to fire, flood, strike, labour strikes and disputes,
embargo put by the government of the country of any party, shortage of labour,
raw material, or any other reason of such party. If the circumstances leading
to force majeure occur, the affected party shall give notice thereof to the
other party. If the circumstances or event of force ma ure continue for a
period ie exceeding six months, either party may terminate this agreement.
(16) Any
relaxation, forbearance, delay or indulgence on the part of any party in
enforcing any of the terms and conditions of this agreement or the granting of
time by any party to the other party shall not prejudice, affect or restrict
the rights of that party hereunder nor shall any waiver by any party of any
breach hereof operate as a waiver of any subsequent or any continuing breach
hereof.
(17) In
case any dispute arises between the parties out of or in connection with this
agreement, the same shall be referred to the arbitration of sole arbitrator,
who may be appointed by the parties by mutual agreement. The venue of all
proceedings relating to this agreement including Arbitration proceedings and
proceedings before the Court will be The proceedings held by the arbitrator in
making the award will be in accordance with the provisions of Indian
Arbitration and Conciliation Act, 1996 or any statutory modification thereof.
The award of the arbitrator shall be final and binding on the parties
(18) It
is hereby agreed between the parties that the time is the essence of this
agreement.
(19) This
agreement shall be executed in duplicate. The original shall be retained by the
Galaxy and the duplicate by the Alpha.
(20) The
stamp duty and all other expenses in respect of this agreement and duplicate
thereof shall be borne and paid by the Galaxy.
(21) The
headings of the clauses of this agreement are meant only for convenience of
reference and shall not in any way be taken into account in the interpretation
of these presents.
IN
WITNESS WHEREOF the parties hereto have executed these
presents and duplicate copy thereof on the day and year hereinabove
written
1
Signed and delivered by the
within named Galaxy Company. Ltd., by the hands of Shri………Managing Director thereof in the
presence of
2
Signed and delivered by the
within named Alpha Website Advertisers Co. Ltd., by the hands of Shri
…………….Managing Director thereof in the presence of
[CD1]AGREEMENT BETWEEN - A MANUFACTURER OF -PRODUCTS/
SERVICES FOR ADVERTISING ITS PRODUCTS ON WEBSITE
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